Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, the following discussion contains forward-looking statements that are based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those anticipated and discussed in the forward-looking statements as a result of various factors, including those set forth in Part I, Item 1A "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Annual Report") filed on February 25, 2026, and in Part II, Item 1A "Risk Factors" included in this Quarterly Report on Form 10-Q.

Overview

Zeta is a leading AI-powered omnichannel data-driven cloud platform that provides enterprises with consumer intelligence and marketing automation software. We empower our customers to target, connect and engage consumers through software that delivers personalized marketing across all addressable channels, including email, social media, web, chat, Connected TV ("CTV") and video, among others. Our Generative AI (GenAI)-driven marketing solutions enable brands to personalize experiences at scale, measure impact with precision and optimize marketing spend to increase return on investment ("ROI").

Our Zeta Marketing Platform, or ZMP, is an AI-powered marketing platform with identity data at its core. Leveraging GenAI and machine learning, the ZMP processes billions of structured and unstructured data signals to predict consumer intent, optimize messaging and drive personalized messaging across all channels. The ZMP enables brands to connect with consumers through native integration of marketing channels and application programming interface ("API") integration with third parties. The ZMP's data-driven algorithms and processes learn and optimize each customer's marketing program in real time, producing a 'flywheel effect' that enables our customers to test, learn and improve their marketing programs in real time.

The ZMP enhances our customers' ability to personalize consumer experiences at scale across multiple touchpoints. With AI-driven automation, brands can orchestrate highly effective programs through intuitive workflows and real-time intelligence. Our Zeta SuperGraph™ improves identity resolution while maintaining compliance with evolving privacy standards. Zeta Answers, our intelligence suite, synthesizes Zeta's proprietary data and data generated by our customers to uncover consumer insights that are translated into marketing programs designed for highly targeted audiences across digital channels, including email, SMS, websites, applications, social media, CTV and chat.

Macroeconomic trends

Our business and the operations of our customers depend on the overall state of the economy, and we and they could be negatively impacted by slower economic growth and the potential for a recession. While core inflation has remained relatively steady for the first three months of the year, the economy continues to be impacted by the looming potential of increased inflation rates and faces further inflation risk. To date, the effects of tariffs and changes in global trade policies on the overall state of the economy and on our business have not materially impacted our costs or operations. However, the evolving tariffs and changes in global trade policies continue to cause overall economic uncertainty and may increase our costs and adversely impact our operations as well as customers' businesses and operations. Additionally, other potentially challenging macroeconomic conditions, and the resulting impact on the economy and consumer spending, could negatively impact our and our customers' businesses and operations.

Factors Affecting Results of Operations

For a discussion of the factors affecting our results of operations, please see "Factors Affecting Results of Operations" in Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Part 1, Item 1A "Risk Factors" of our 2025 Annual Report, as well as in Part II, Item 1A "Risk Factors" included in this Quarterly Report on Form 10-Q.

Key Performance Metrics

We review key performance metrics, discussed below, to evaluate our business, track performance, identify trends, formulate plans and make strategic decisions. We believe that the presentation of such metrics provides investors with effective ways to measure and model the performance of companies such as ours, with recurring revenue streams.

Super-scaled customers increased 19% to 189 as of March 31, 2026, compared to 159 as of March 31, 2025 primarily due to higher usage of our platform among our customers and new additions to our super-scaled customer base.

Super-scaled customer Average Revenue Per User ("ARPU") increased 21% to $1.7 million (across 189 customers) for the three months ended March 31, 2026, compared to $1.4 million (across 159 customers) for the three months ended March 31, 2025.

Description of Certain Components of Financial Data

Revenues

Our revenue primarily arises from use of our technology platform via subscription fees, volume-based utilization fees and fees for professional services. Our platform revenue is comprised of a mix of direct platform revenue and integrated platform revenue, which leverages API integrations with third parties. For the three months ended March 31, 2026 and 2025, we derived 75% and 73% of our revenues from direct platforms, respectively, and 25% and 27% of our revenues from integrated platforms, respectively. Revenues are recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Sales and other taxes collected by us are excluded from revenue. Our revenue recognition policies are discussed in more detail below under "Critical Accounting Estimates."

Cost of revenues (excluding depreciation and amortization)

Cost of revenues excludes depreciation and amortization and consists primarily of media and marketing costs and certain employee-related costs. Media and marketing costs consist primarily of fees paid to third-party publishers, media owners or managers, and strategic partners that are directly related to revenue-generating events. We pay these third-party publishers, media owners or managers and strategic partners on revenue-share, a cost-per-lead, cost-per-click, or cost-per-thousand-impressions basis. Expenses related to "internet traffic" associated with the viewing of available impressions or queries per second and costs of providing support to our customers are also included in the cost of revenues (excluding depreciation and amortization). Employee-related costs included in cost of revenues (excluding depreciation and amortization) include salaries, bonuses, commissions, stock-based compensation and employee benefit costs primarily related to individuals directly associated with providing services to our customers. Our cost of revenues (excluding depreciation and amortization) are dependent on the revenue mix and therefore can slightly increase or decrease in the future as a percentage of revenue over the long term.

General and administrative expenses

General and administrative expenses primarily consist of technology and infrastructure cost, employee-related costs, including salaries, bonuses, stock-based compensation and employee benefits costs associated with our executives, finance, legal, human resources and other administrative personnel, as well as accounting and legal professional services fees and platform and related infrastructure costs. We expect general and administrative expenses to increase in absolute dollars in future periods. We expect that general and administrative expenses to decrease as a percentage of revenue over the long term.

Selling and marketing expenses

Selling and marketing expenses primarily consist of employee-related costs, including salaries, bonuses, employee benefits costs, stock-based compensation and commission costs for our sales and marketing personnel. Selling and marketing expenses also include costs for market development programs, advertising, promotional and other marketing activities. We intend to continue to invest in marketing initiatives and as a result we expect selling and marketing expenses to increase in absolute dollars in future periods. Selling and marketing expenses as a percentage of revenue may fluctuate from period to period based on revenue levels and the timing of our investments in these functions over the long term.

Research and development expenses

Research and development expenses primarily consist of employee-related costs, including salaries, bonuses and employee benefit costs, stock-based compensation associated with engineering and technology services associated with the ongoing research and maintenance of internal use software. We expect to continue to invest in research and development in order to develop our technology platform to drive incremental value and growth, and as a result we expect research and development expenses to increase in absolute dollars in future periods. We also expect that research and development expenses to fluctuate from period to period as a percentage of revenue over the long term.

Depreciation and amortization

Depreciation and amortization relate to property and equipment, website and software development costs as well as acquisition-related and other acquired intangible assets. We record depreciation and amortization using straight-line method over the estimated useful life of the assets.

Acquisition-related expenses

Acquisition-related expenses primarily consist of legal and professional services fees and employee related expenses that are associated with business combinations. We expect that acquisition-related expenses will be correlated with future acquisitions (if any), which could be greater than or less than our historic levels.

Restructuring expenses

Restructuring expenses primarily consist of employee termination costs due to internal restructuring. We expect that restructuring expenses will be correlated with future restructuring activities (if any), which could be greater than or less than our historic levels.

Interest expenses, net

Interest expenses, net primarily consists of interest payable on our long-term borrowings, net of interest earned on our short-term investments in money market accounts and other short-term deposits. We anticipate interest expense to be impacted by changes in variable interest rates.

Other (income) / expenses

Other (income) / expenses primarily consist of changes in fair value of acquisition-related liabilities, gains and losses on assets and foreign exchange gains and losses. We expect that the magnitude of other income and expenses will depend on external factors such as foreign exchange rates and the remeasurement impact of acquisition-related liabilities, which depends on the performance of our acquisitions and could be greater than or less than our historic levels.

Income tax (benefit) / provision

The Company's income tax (benefit) / provision consists of federal, foreign, and state taxes necessary to align the Company's year-to-date tax provision with the annual effective rate that it expects to achieve for the full year. At each interim period, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary.

Stock-based compensation

The measurement of stock-based compensation for all stock-based payment awards, including restricted stock, restricted stock units ("RSUs"), performance-based stock units ("PSUs") and stock options granted to employees, consultants or advisors and non-employee directors, and shares purchased under the Company's employee stock purchase plan, is based on the estimated fair value of the awards on the date of grant or date of modification of such grants. See "Note 9. Stock-Based Compensation" to our condensed unaudited consolidated financial statements for further details.

We estimate the recognition of unrecognized stock-based compensation as follows, subject to future forfeitures:

Results of Operations

We operate as a single reportable segment to reflect the way our Chief Operating Decision Maker ("CODM") reviews and assesses the performance of the business. The Company's CODM is the Chief Executive Officer.

Comparison of the Three Months Ended March 31, 2026 and 2025

Revenues

Revenues increased by $131.9 million, or 49.9%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase in revenues is attributable to incremental revenues of $87.0 million from new customers and $44.9 million from existing customers. The acquisition of Marigold's Enterprise Business contributed to revenues of $55.6 million.

Cost of revenues (excluding depreciation and amortization)

Cost of revenues (excluding depreciation and amortization) increased by $59.0 million, or 57.0%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase was primarily driven by $47.8 million of incremental media costs related to incremental revenues, higher employee-related costs of $6.7 million and technology expenses of $4.5 million.

General and administrative expenses

General and administrative expenses increased by $19.4 million, or 35.8%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase was primarily driven by higher technology and infrastructure cost of $12.7 million, employee-related costs of $3.7 million, professional services fees of $1.3 million, and other general and administrative expenses of $2.3 million, partially offset by lower stock-based compensation of $0.6 million.

Selling and marketing expenses

Selling and marketing expenses increased by $27.0 million, or 35.9%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase was primarily driven by higher employee-related costs of $18.6 million, stock-based compensation of $5.6 million and other sales and marketing-related expenses of $2.8 million.

Research and development expenses

Research and development expenses increased by $18.2 million, or 67.7%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase was primarily driven by higher employee-related costs of $9.9 million, stock-based compensation of $6.1 million and consulting fees of $2.2 million.

Depreciation and amortization

Depreciation and amortization increased by $5.8 million, or 33.0%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase was primarily driven by higher amortization expenses related to intangible assets.

Acquisition-related expenses

We recorded acquisition-related expenses of $1.7 million for the three months ended March 31, 2026 related to expenses incurred in connection with our acquisition of Marigold's Enterprise Business, which was closed on November 24, 2025. There were no such expenses incurred during the three months ended March 31, 2025.

*Not Meaningful

Restructuring expenses

Restructuring expenses increased by $3.6 million, or 114.2% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase was primarily due to higher employee termination costs due to internal restructuring.

Interest expenses, net

Interest expenses, net increased by $0.4 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to lower interest income earned on our money market accounts and short-term deposits.

Other (income) / expenses

Other income increased by $7.3 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase in other income was primarily driven by a decrease in the fair value change of acquisition-related liabilities of $8.2 million, partially offset by foreign exchange loss of $0.9 million due to the depreciation of the U.S. dollar against other currencies.

*Not Meaningful

Income tax (benefit) / provision

For the three months ended March 31, 2026 and 2025, the Company recorded an income tax benefit of $2.6 million and an income tax provision of $1.6 million, respectively, yielding an effective tax rate of 16.3% and negative 8.2%, respectively. The effective tax rate for both interim periods was different than the U.S. statutory rate, primarily due to a limited tax benefit being recorded for U.S. operating losses in both periods and, for the three months ended March 31, 2026, no tax benefit being recorded for U.K. operating losses, as the Company maintains a full valuation allowance against its U.S. deferred tax assets.

*Not Meaningful

Non-GAAP Financial Measures

We use the following non-GAAP financial information, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. Non-GAAP financial information is presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from similarly titled non-GAAP measures used by other companies. Whenever we use a non-GAAP financial measure, a reconciliation is provided to the most closely applicable financial measure stated in accordance with generally accepted accounting principles. We believe that these non-GAAP financial measures may be useful to investors in analyzing our financial and operational performance.

Adjusted EBITDA and adjusted EBITDA margin

Adjusted EBITDA is a non-GAAP financial measure defined as net income / (loss) adjusted for interest expenses, net, depreciation and amortization, stock-based compensation, income tax (benefit) / provision, acquisition-related expenses, restructuring expenses, change in fair value of warrants and derivative liabilities, certain dispute settlement expenses, gain on extinguishment of debt, certain non-recurring capital raise related (including initial public offering ("IPO")) expenses, including the payroll taxes related to vesting of restricted stock and restricted stock units upon the completion of the IPO, and other (income) / expense. Acquisition-related expenses and restructuring expenses primarily consist of professional services fees, severance and other employee-related costs, which may vary from period to period depending on the timing of our acquisitions and restructuring activities and may distort the comparability of the results of operations. Change in fair value of warrants and derivative liabilities is a non-cash expense related to periodically recording "mark-to-market" changes in the valuation of derivatives and warrants. Other (income) / expenses consists of non-cash expenses such as changes in fair value of acquisition-related liabilities, gains and losses on extinguishment of acquisition-related liabilities, gains and losses on sales of assets and foreign exchange gains and losses. In particular, we believe that the exclusion of stock-based compensation, certain dispute settlement expenses and non-recurring capital raise related (including IPO) expenses that are not related to our core operations provides measures for period-to-period comparisons of our business and provides additional insight into our core controllable costs. We exclude these charges because these expenses are not reflective of ongoing business and operating results. Adjusted EBITDA margin is a non-GAAP metric defined as adjusted EBITDA divided by the total revenues for the same period. Adjusted EBITDA and adjusted EBITDA margin provide us with a useful measure for period-to period comparisons of our business as well as comparison to our peers. Our use of adjusted EBITDA and adjusted EBITDA margin has limitations as an analytical tool, and you should not consider these measures in isolation or as a substitute for analysis of our financial results as reported under GAAP. Because of these and other limitations, you should consider our non-GAAP measures only as supplemental to other GAAP-based financial performance measures, including revenues and net income / (loss).

The following table reconciles adjusted EBITDA and adjusted EBITDA margin to net loss and net loss margin, the most directly comparable financial measure calculated and presented in accordance with GAAP.

Liquidity and Capital Resources

We have financed our operations and capital expenditures primarily through utilization of cash generated from operations, as well as borrowings under our credit facilities.

As of March 31, 2026, we had cash and cash equivalents of $288.8 million and net working capital, consisting of current assets less current liabilities of $335.1 million. As of March 31, 2026, we had an accumulated deficit of $1,073.1 million.

We believe our existing cash and anticipated net cash provided by operating activities, together with available borrowings under our Revolving Facility (as defined below), will be sufficient to meet our working capital requirements for at least the next 12 months and thereafter for the foreseeable future. However, if our operating performance during the next 12 months is below our expectations, our liquidity and ability to operate our business could be adversely affected. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under "Risk Factors" in our 2025 Annual Report. In the future, we may attempt to raise additional capital through sales of equity securities or through equity linked or debt financing arrangements. Any future indebtedness we incur may result in terms that could be unfavorable to our equity investors. We cannot guarantee that we will be able to raise additional capital in the future on favorable terms, or at all. Any inability to raise capital could adversely affect our ability to achieve our business objectives.

Cash flows

The following table summarizes our cash flows for the periods presented:

Net cash provided by operating activities

During the three months ended March 31, 2026, net cash provided by operating activities of $49.7 million resulted primarily from adjusted non-cash items of $71.8 million, more than offsetting our net loss of $13.2 million. Non-cash items include stock-based compensation of $53.0 million, depreciation and amortization expense of $23.5 million and a change in fair value of acquisition-related liabilities of $4.7 million. Changes in working capital were primarily driven by increases in prepaid expenses of $3.1 million and decreases in accrued expenses and other current liabilities of $8.4 million, accounts payable of $8.1 million and other non-current liabilities of $0.4 million, partially offset by a decrease in other current assets of $8.1 million, accounts receivable of $0.7 million and other non-current assets of $0.5 million and an increase in deferred revenue of $1.9 million.

During the three months ended March 31, 2025, net cash provided by operating activities of $34.8 million resulted primarily from adjusted non-cash items of $62.4 million, more than offsetting our net loss of $21.6 million. Non-cash items include stock-based compensation of $42.0 million, depreciation and amortization expense of $17.7 million and a change in fair value of acquisition-related liabilities of $3.5 million. Changes in working capital were primarily driven by decreases in accounts payable of $11.1 million, deferred revenue of $4.3 million and accrued expenses and other current liabilities of $3.7 million and an increase in other current assets of $0.7 million, partially offset by decreases in accounts receivable of $11.4 million and prepaid expenses of $2.2 million.

Net cash used for investing activities

During the three months ended March 31, 2026, we used $55.6 million of cash for investing activities, primarily consisting of business and asset acquisitions and other investments of $47.0 million (net of cash acquired), website and software development costs of $5.5 million, and capital expenditures of $3.0 million (including a $1.3 million investment in data and partnership agreements).

During the three months ended March 31, 2025, we used $7.4 million of cash for investing activities, primarily consisting of website and software development costs of $4.2 million, capital expenditures of $2.7 million (including a $1.3 million investment in data and partnership agreements), and $0.5 million for certain acquisition-related liabilities related to the LiveIntent acquisition.

Net cash used for financing activities

During the three months ended March 31, 2026, we used $25.7 million of cash for financing activities, primarily due to the repurchase of $25.7 million of shares of our common stock repurchased under the 2025 SRP (as defined below), including the RSA Withholding Program (as defined below).

During the three months ended March 31, 2025, we used $29.4 million of cash for financing activities, primarily due to the repurchase of $25.9 million of our common stock repurchased under our prior stock repurchase program and RSA Withholding Program and payment of acquisition-related liabilities of $3.7 million.

Debt

On August 30, 2024, we refinanced and replaced our previous senior secured credit facility, dated February 3, 2021, by entering into a new credit agreement (the "Credit Agreement") with a syndicate of financial institutions and institutional lenders, providing for a five-year $550.0 million senior secured credit facility (the "Senior Secured Credit Facility"), which consists of (i) a senior secured term loan in an aggregate principal amount of $200.0 million (the "Term Loan") and (ii) a $350.0 million senior secured revolving credit facility (the "Revolving Facility"). Concurrently with entering into the Credit Agreement, we drew down the $200.0 million Term Loan and repaid all outstanding obligations in the amount of $185.0 million under the previous senior secured credit facility and terminated all commitments thereunder. Interest shall be payable at the end of the selected interest period. We are required to repay the principal balance and any unpaid accrued interest on the Senior Secured Credit Facility on August 30, 2029. As of March 31, 2026, we had $197.3 million (net of $2.7 million of unamortized debt acquisition costs) of outstanding long-term borrowings.

We are currently in compliance with our financial covenants under the Senior Secured Credit Facility, and, based upon our current expectations, believe that we will continue to comply with our financial maintenance covenants for the next 12 months. The Senior Secured Credit Facility contains restrictive covenants that place restrictions on us and may limit our ability to, among other things, incur additional debt and liens, purchase our securities, undertake transactions with affiliates, make other investments, pay dividends or distribute excess cash flow. During the three months ended March 31, 2026, we borrowed $10.0 million against the Revolving Facility and repaid the same amount against the Term Loan under the Senior Secured Credit Facility.

Contractual obligations

There have been no material changes to our contractual obligations as compared to the contractual obligations described in our "Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth in our 2025 Annual Report.

Share Repurchase and RSA Withholding Program

On July 23, 2025, the Company's Board of Directors authorized a new stock repurchase and withholding program (the "2025 SRP") of up to $200.0 million in the aggregate for repurchase of the Company's outstanding Class A Common Stock through December 31, 2027. The 2025 SRP supplements the Company's prior stock repurchase program authorized in 2024. In addition to repurchases, the 2025 SRP also allow for the withholding of shares as an alternative to market sales by certain executives and other employees to satisfy tax withholding requirements upon vesting of restricted stock awards (the "RSA Withholding Program").

As such, we may use corporate cash to make required tax payments associated with the vesting of certain executive RSAs and withhold a corresponding number of shares from such executives. The actual timing, number and value of shares repurchased will be determined by the Company at its discretion and will depend on a number of factors, including market conditions, applicable legal requirements, our capital needs, and whether there is a better alternative use of capital. Repurchases and withholdings during any given fiscal period under the 2025 SRP will reduce the number of weighted-average common shares outstanding for the period. Refer to Part II, Item 2 for details of repurchases made under the 2025 SRP during the three months ended March 31, 2026.

Critical Accounting Estimates

Our financial statements are prepared in accordance with U.S. GAAP. The preparation of our financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates are based on management's judgment and the best available information, and as such actual results could differ from those estimates.

There have been no material changes to our critical accounting estimates as compared to the critical accounting policies and estimates described in our "Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth in our 2025 Annual Report.

Recent Accounting Pronouncements

See "Note 2. Basis of Presentation and Summary of Significant Accounting Policies" to our condensed unaudited consolidated financial statements for our discussion about new accounting pronouncements.